Terms of Service

Last updated: 16 January, 2018

These Terms of Service (these “Terms”) are important, so we encourage users to take the time to read them. Woo Club’s Terms of service are the rules we have for those who chose to use the Woo Club websites and App, products and services.

Woo Club is a trading name and a brand of Two Worlds Unite Corp. Phrases such as “Woo Club” “we” “us” or “our” refers to Two Worlds Unite Corp.

The phrase “Services” or the “Woo Club Services” in these Terms, refer to Woo Club applications, website, software, and any data or content associated with or accessed through our services.

1. GENERAL

Using Woo Club means the user agrees and accepts these Terms of Service.

If Woo Club make changes to these Terms, the users continued use of Woo Club means user the agrees and accepts the new Terms of Service.

These Terms of Service are a legal agreement between the user and Woo Club and govern the user’s use of the Woo Club Services. If for any reason the user does not agree to these Terms, they are not permitted to – and should not – use Woo Club’s Services.

Woo Club may occasionally modify these Terms. If Woo Club do, Woo Club will post notice of these modifications on the Services section. By continuing to use or access Woo Club’s Services, the user will be deemed to have accepted the Terms as modified.

2. PRIVACY

Woo Club care about users’ privacy and encourage users to read Woo Club’s Privacy Policy. Woo Club’s Privacy Policy explains how Woo Club collect, use and share user information on and through the Services.

3. WOO CLUB ACCOUNTS

Woo Club operates a as Membership Program and has Five levels of membership, (‘Green’, ‘Blue’, ‘Red’, ‘Purple’ and ‘White’]. New Members shall automatically be enrolled as a ‘Green Member’, (unless the member chooses to pay to Join the program as a Purple or White Member). The member levels signify differing access to features of the Platform and differing rewards. Qualification from Green level to Purple level is based on Followers or the option to pay to join as a ‘Purple Member’ or a ‘White Member’.

Woo Club has entered into affiliate arrangements with various retailers and or aggregators and is paid commission for product sales resulting from the Shoppable Video platform. Woo Club will share the commissions with ‘Blue’, ‘Red’ ‘Purple’ and ‘White’ members as a result of the Sales resulting from the members Tags within the Shoppable Video Platform. The share shall depend on the Member’s level.

It is Free to join the Woo Club as a ‘Green Member’.

To start using Woo Club Services, users must create an account with a username, password and some additional information about themselves. All the information users provide must be true, accurate and complete, and if personal details change, the user agrees to keep this information up to date through Woo Club’s Account Settings page. User account credentials are used to protect user information from unauthorized access and use, and users agree that they will not share their password, reuse it on other websites, or use a password they have used on other websites. If a user does share their Woo Club account credentials with others or allow others to access their Woo Club account, the authorised member shall be responsible for the actions of those parties given access and to ensure such parties comply with these Terms.

4. WOO CLUB PURPLE LEVEL MEMBERSHIP ACCOUNTS GENERAL

Users who opt to purchase Purple Level Membership shall continue to be members until either the User cancels their membership or Woo Club terminate it.

Upon termination by either party, any affiliate revenues due to the Member and received by Woo Club shall be paid within 30 days.

Any affiliate revenues due to the Member and received by Woo Club within 90 days of the date of Termination shall be paid to the Member within 30 days of monies received by Woo Club.

Should a ‘Purple Level’ Member (who has paid to join as a Purple level member) terminate this Agreement within 60 days of becoming a Purple Level Member, Woo Club shall refund 50% of the joining Fee.

Woo Club may offer Purple Level Membership on terms and conditions different from these Terms, in which case those terms will govern that particular subscription to the extent they are different from these Terms.

5. WOO CLUB WHITE LEVEL MEMBERSHIP ACCOUNTS GENERAL

Users who opt to purchase White Level Membership shall continue to be members until either the User cancels their membership or Woo Club terminate it.

Upon termination by either party, any affiliate revenues due to the Member and received by Woo Club shall be paid within 30 days.

Any affiliate revenues due to the Member and received by Woo Club within 90 days of the date of Termination shall be paid to the Member within 30 days of monies received by Woo Club.

Should a ‘White Level’ Member (who has paid to join as a White level member) terminate this Agreement within 60 days of becoming a White Level Member, Woo Club shall refund 50% of the joining Fee.

Woo Club may offer White Level Membership on terms and conditions different from these Terms, in which case those terms will govern that particular subscription to the extent they are different from these Terms.

6. USING THE WOO CLUB SERVICES and ELIGIBILITY

The Woo Club Services may be used by those who are at least 14 years of age, or the age of majority in their province, territory or country. Those younger than 14 years or the age of majority in their province, territory or country, must get permission from a parent or legal guardian before using Woo Club Services. Users agree to use Woo Club Services only in accordance with all applicable laws, rules and regulations, including those of their province, territory or country.

Woo Club Services and the content Woo Club provide are the property of Woo Club, content providers and advertisers. So long as the user is in compliance with these Terms, Woo Club grants the user a personal, limited, non-exclusive, non-transferable, revocable license to access and use Woo Club Services in legally authorized jurisdictions. Woo Club are licensing – not selling – Woo Club Services to users, and other than the foregoing limited license, no other right, title or interest is being granted to users.

The Woo Club environment is intended as a suitable setting for all our users. Woo Club’s ability to provide Woo Club Services relies upon our users maintaining the integrity of the Services and ensuring that the Services are being used as how Woo Club originally intended. To help Woo Club do this, users agree that they will not and will not attempt to:

Modify, copy, create derivative works of, translate, reverse engineer, decompile or disassemble any part of the Services.

Interfere or tamper with, or otherwise gain or attempt to gain unauthorized access to, any part of the Services or content in the Services, including by probing, scanning or testing for vulnerabilities in any part of the Services.

Upload, post, insert or otherwise transmit any software or other material designed to interrupt, destroy or limit functionality of the Services, including any viruses or any other computer code.

Use any automated means (including robots, scripts or similar software) to access or use the Services or circumvent any of the terms herein.

Use the Services for any illegal purpose or otherwise in a way not expressly permitted under these Terms.

Circumvent, remove, alter, deactivate, degrade or otherwise thwart any technological measures employed by us or third parties to control access to or otherwise protect the Services or any content or other work in the Services that is protected by the intellectual property laws of any jurisdiction (note that any person engaging in such activities may be subject to civil or criminal liability).

Remove or alter any copyright, trademark or other intellectual property notice contained on or provided through the Services.

Frame or link to any content or part of the Services without our consent.

Access or use any password-protected, secure or non-public area of the Services.

Part of providing Woo Club Services for users to enjoy requires ensuring that our user community is positive and friendly. Users agree that they will not and will not attempt to:

Use the Services in any manner that is offensive, abusive, harassing, libellous, defamatory, tortious, threatening, pornographic, obscene or otherwise objectionable.

Use the Services to engage in any illegal activity or activity intended to promote or commit an illegal act.

Use the Services to invade the privacy of, or obtain or solicit personal information about, anyone else

Impersonate or misrepresent your affiliation with anyone else in a manner that does or is intended to mislead, deceive or confuse others

Attempt to sell or buy accounts, subscriptions or any other identifying credentials of the Services.

Use the Services to engage in any commercial activity or other activity that involves the transmission of unsolicited mass mailings, junk mail, chain letters or similar communications or any commercial, sales or marketing activity (such as advertising, contests, sweepstakes or pyramid schemes).

Woo Club may permit users to share portions of Woo Club Services across websites and other locations, such as through the use of an embeddable video player. In these instances, the use of our Services is still subject to the user guidelines above. Woo Club reserve the right to prevent sharing of our Services, including for violations of Woo Club user guidelines, in Woo Club discretion.

There may be opportunities for users to provide content or information about themselves via Woo Club Services, such as through Tagging products to videos or comment sections, which Woo Club refer to as “Your Content”, or similar. By providing User Content to Woo Club, users are granting Woo Club an irrevocable, perpetual, non-exclusive, fully-paid, sub-licensable worldwide right and license to use the User Content for any purpose whatsoever, including for advertising and promotional purposes. In addition, user represent and warrant that the User Content and our authorized use thereof do not and will not infringe the rights of any third party. To the extent permitted by applicable law, Woo Club will not be liable in any way for any of User Content provided via Woo Club Services.

While Woo Club have no obligation to monitor or control any of User Content, Woo Club reserve the right to remove any User Content provided on or through Woo Club Services.

If users choose to provide Woo Club with any feedback concerning the Services, users are granting Woo Club the right to use this feedback in Woo Club sole discretion, including to modify and improve Woo Club Services. Users acknowledge and agree that any use by Woo Club of user’s feedback in any of Woo Club’s Services does not grant user any proprietary right therein.

Except as otherwise provided in these Terms or on the Services, The Woo Club does not accept unsolicited materials or ideas for content, and users acknowledge and agree that Woo Club will not be liable for any similarity of any creative work on Woo Club Services to unsolicited materials or ideas users provide.

Woo Club are constantly looking for new and fresh content to provide through Woo Club Services, which means content may change over time. Users understand and agree that Woo Club have no obligation to provide or continue providing all or any specific content through Woo Club Services. Users understand that Woo Club agreements with creators and providers of content may restrict Woo Club from making their content available to users in various ways, such as geographic restrictions or restrictions on the type of Woo Club Services or device through which their content can be consumed.

Users are responsible for obtaining and maintaining all equipment and services needed for access to and use of Woo Club Services and for paying all charges related thereto. For instance, users are responsible for the way in which you access the Internet. Woo Club suggest that users refer to their Internet provider or wireless carrier agreement regarding data usage limitations. In addition, Woo Club are not responsible for the devices users use to enjoy Woo Club Services.

Woo Club Services may be provided through third-party platforms, or interact with or include third-party applications, websites, widgets, software and other services, all of which Woo Club refer to as “Third-Party Services”. Third-Party Services can refer to anything from advertisements and promotional offers from third parties to third-party links or applications included in Woo Club Services. Users understand and agree that Woo Club is not responsible or liable for the behaviour, availability, features or content of any Third-Party Service. These Third-Party Services are not owned or controlled by Woo Club – they are owned by third parties unrelated to Woo Club. Users use of these Third-Party Services is at their own risk and subject to the separate terms of use of these Third-Party Services.

7. MODIFICATIONS TO WOO CLUB SERVICES

Woo Club reserve the right at any time to modify, temporarily suspend or discontinue any and all functions and features of Woo Club Service with or without notice or liability to users. In some cases, such as in the case of a security problem, Woo Club may need you to install an update in order to continue using Woo Club Services. However, users understand that Woo Club have no obligation to maintain, support, upgrade or update Woo Club Services.

8. COPYRIGHT INFRINGEMENT NOTIFICATIONS

If a copyright holder believes that material directly available via Woo Club Services infringes a copyrighted work, please let us know by sending a notice addressed to Woo Club Copyright [email protected] . Please include the following information in any notice concerning copyright:

the copyrighted work alleged to have been infringed.

the allegedly infringing material and information reasonably sufficient to help Woo Club locate the material on The Woo Club Services.

Contact information, including full name, address, phone number and e-mail address.

A statement in good faith belief that use of the copyrighted material in the manner complained of is not authorized by the copyright owner, its agent or the law.

A statement that the information in the notice is accurate, and under penalty of perjury, that the writer is authorized to act on behalf of the copyright owner.

The writers physical or electronic signature.

9. DISCLAIMER OF WARRANTIES

DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY. WOO CLUB SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY ACCESS TO OR USE THEREOF IS AT USERS OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WOO CLUB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY AND NON-INFRINGEMENT OF WOO CLUB SERVICES. WOO CLUB DO NOT GUARANTEE OR REPRESENT THAT: (i) USERS USE OF THE WOO CLUB SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, (ii) WOO CLUB SERVICES WILL BE FREE FROM ERRORS OR DEFECTS OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR OBJECTIONABLE CONTENT, AND WOO CLUB DISCLAIM ANY RESPONSIBILITY OR LIABILITY RELATING THERETO. SOME OF THE CONTENT, PRODUCTS AND SERVICES AVAILABLE THROUGH WOO CLUB SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. USER ACKNOWLEDGE THAT WOO CLUB ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WOO CLUB OR ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND THE MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM USERS USE OR INABILITY TO USE THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU FOR THE APPLICABLE WOO CLUB SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

10. INTELLECTUAL PROPERTY “WOO CLUB,”

“WOO CLUB”, Woo Club logo, and Woo Club (design), and certain other of the names, logos and materials displayed in Woo Club Services, constitute trademarks, trade names, or service marks of Woo Club or other entities, all of which Woo Club refer to as “Marks”. Users are not authorized to use any of these Marks. Ownership of these Marks and the goodwill associated therewith remains with Woo Club or those other entities. The content on Woo Club Services, including without limitation, video, text, photos and graphics, is protected under United States, South Korea and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Woo Club or its Licensees or licensors. Other than with respect to User Content: (a) this content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Woo Club and/or its applicable licensors; and (b) Users must abide by all copyright notices, information, or restrictions contained in or attached to any of this content.

11. INDEMNIFICATION

Users will indemnify and hold Woo Club, Woo Club affiliates, and each of Woo Club and their officers, directors, agents, employees, shareholders, representatives and licensors, harmless from and against any and all third-party claims, demands, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) to the extent arising out of or related to a breach of these Terms or user’s use of the Services.

12. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION

These Terms will be governed by the laws of the South Korea, without regard to conflict-of-law principles. User agree that resolution of any dispute or claim arising out of or related to these Terms will be subject to the exclusive jurisdiction and venue in the courts in South Korea. If user believe they have a dispute or claim against Woo Club arising out of use of Woo Club Services or under these Terms, user agree to first discuss the matter informally with us for at least 60 days. To do that, user must give Woo Club written notice, which will include user’s full name and contact information, the nature and basis giving rise to the dispute or claim and the proposed resolution, sent in the first instance by email to Legal Department – [email protected]. If Woo Club are unable to resolve the concerns informally within 60 days after Woo Club receipt of the notice, the user may file a claim in small claims court so long as the user proceed only on an individual basis or commence an arbitration proceeding.

For the avoidance of doubt, users agree that USERS MAY ONLY BRING CLAIMS AGAINST WOO CLUB IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING.

Further, user agrees that no arbitrator will consolidate any other person’s claims with their claims and may not otherwise preside over any form of a multi-party or class proceeding. User agrees that the award of the arbitrator will be binding and may be entered as a judgment in any court of competent jurisdiction in the South Korea. User agrees that Woo Club may seek interim or preliminary relief from a court of competent jurisdiction in South Korea, necessary to protect its rights or property pending the completion of arbitration. User must file a demand for arbitration within ONE (1) YEAR after the date the claim arose, or within the shortest time period permitted by applicable law. Otherwise, the claim is waived.

13. TERMINATION AND ASSIGNMENT

These Terms will remain in effect so long as user is using or otherwise accessing Woo Club Services. Woo Club hope Woo Club never have reason to do so, but Woo Club reserve the right at any time to terminate a user’s account or otherwise restrict a user’s use of the Services, including if Woo Club believe a user is violating these Terms, the user guidelines above, or engaging in any illegal or improper use of Woo Club Services. All provisions of these Terms that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, dispute resolution and limitations of liability. Woo Club has the right to assign these Terms, and any of its rights or obligations herein, particularly in the case of any change of ownership of the Services.

14. ENTIRE AGREEMENT AND SEVERABILITY

These Terms supersede all prior agreements, oral or written, and constitute the entire agreement between us relating to the subject matter of these Terms. However, user acknowledges that other aspects of their use of the Services may be subject to separate agreements with Woo Club. If any provision(s) of these Terms are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will remain in full force and effect.